Bankruptcy Ct. did not err in finding in favor of defendants-corporate officers of debtor-bank holding company, even though Trustee argued that defendants had breached fiduciary duty to holding company to provide holding company’s Bd. of Directors with material information concerning appropriate disposition of $76 million tax refund that Bd. transferred to two failing banks, where defendants had failed to advise Bd. to file for bankruptcy prior to distributing refund to banks so as to maximize holding company’s value of refund for creditors. Record showed that Bd.’s distribution of refund to banks was motivated by advice of governmental regulators and expert outside legal counsel in effort to save banks. Moreover, defendants had no authority to second-guess Bd.’s judgment by generating their own investigation as to best approach regarding distribution of tax refund. Also, at time of refund distribution, holding company was in crisis that was driven by demands of federal and state regulators to financially prop up failing banks.